October 16, 2019

Donald P. Hileman
Chief Executive Officer
First Defiance Financial Corp.
601 Clinton Street
Defiance, OH 43512

       Re: First Defiance Financial Corp.
           Registration Statement on Form S-4
           Filed October 9, 2019
           File No. 333-234144

Dear Mr. Hileman:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4

Material U.S. Federal Income Tax Consequences of the Merger, page 124

1.     We note that the forms of tax opinions filed as Exhibits 8.1 and 8.2 are
in short-form as
       contemplated by Section III.B.2 of Staff Legal Bulletin No. 19, which is
available on our
       website. Accordingly, please clearly state in Exhibits 8.1 and 8.2 and
in the tax disclosure
       in the prospectus that the disclosure in the Material U.S. Federal
Income Tax
       Consequences of the Merger is the opinion of counsel. In addition,
please revise the
       Material U.S. Federal Income Tax Consequences of the Merger section to
set forth
       counsel's opinion of each material tax consequence and the basis for the
opinion. For
       example, the disclosure on page 125 assumes that the merger will qualify
as a
       reorganization within the meaning of Section 368(a) of the Internal
Revenue Code instead
       of setting forth counsel's opinion and the basis for such opinion. For
further guidance,
 Donald P. Hileman
First Defiance Financial Corp.
October 16, 2019
Page 2
         please refer to Staff Legal Bulletin No. 19.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at
202-551-8071
with any questions.



FirstName LastNameDonald P. Hileman                        Sincerely,
Comapany NameFirst Defiance Financial Corp.
                                                           Division of
Corporation Finance
October 16, 2019 Page 2                                    Office of Finance
FirstName LastName